Investor Presentaiton
OFFICE PROPERTIES
INCOME TRUST
FEES THAT OPI PAYS TO RMR ARE PRIMARILY PERFORMANCE BASED WHICH
ALIGNS INTERESTS WITH SHAREHOLDERS
RMR base management fee tied to OPI share price
performance.
•
Consists of an annual fee equal to generally 50 bps multiplied
by the lower of: (1) OPI's historical cost of real estate, or (2)
OPI's total market capitalization.
There is no incentive for RMR to complete any transaction
that could reduce share price.
RMR incentive fees contingent on total shareholder return
outperformance.
.
Equal to 12% of value generated by OPI in excess of the
benchmark index total returns (SNL U.S. REIT Office Index)
per share over a three year period, subject to a cap (1.5% of
equity market cap).
Outperformance must be positive.
• Shareholders keep 100% of benchmark returns and at least
88% of returns in excess of the benchmark.
Other fees.
•
Property management fee: consists of an annual fee based
on 3.0% of rents collected at OPI's managed properties.
Construction management fee based on 5.0% of project
costs.
Alignment of Interests
If OPI's stock price goes up and its total market
cap exceeds its historical cost of real estate;
RMR base management fee is capped at 50 bps
of historical cost of real estate.
If OPI's stock price goes down and its historical
cost of real estate exceeds its total market cap;
RMR gets less base management fee (50 bps on
equity market cap plus debt).
Incentive fee structure keeps RMR focused on
increasing total shareholder return.
Members of RMR senior management are
holders of OPI stock, some subject to long term
lock up agreements.
OPI shareholders have visibility into RMR, a
publicly traded company.
OPI benefits from RMR's national footprint and
economies of scale of $32.8 billion platform.
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